A “duly incorporated” company has properly filed for incorporation, has followed requirements for incorporated companies, and has documentation to evidence those activities. By contrast, a company could be defectively incorporated or organized if it has filed for incorporation but has failed to follow the requirements of its state of incorporation. Defective incorporation causes, among other issues, exposure to personal liability under the piercing the corporate veil doctrine. Investors in or purchasers of a company will want to have assurance that the company is “duly incorporated.”